Common use of Purchase and Sales Clause in Contracts

Purchase and Sales. Client from time to time may instruct Bank regarding the purchase or sale of securities in accordance with this paragraph 3.6: (a) Bank shall effect purchases by charging the Account with the amount necessary to make the purchase and effecting payment to the seller or broker for the securities or other property purchased. Bank shall have no liability of any kind to any person, including Client, except in the case of negligent or intentional tortuous acts, or willful misconduct, if Bank effects payment on behalf of Client, and the settler or broker fails to deliver the securities or other property purchased. Bank shall exercise such ordinary care and diligence as would be employed by a reasonably prudent custodian and due diligence in examining and verifying the certificates or other indicia of ownership of the property purchased before accepting them. (b) Bank shall effect sales by delivering certificates or other indicia of ownership of the Property, and, as instructed, shall receive cash for such sales. Bank shall have no liability of any kind to any person, including Client, if Bank exercises due diligence and delivers such certificates or indicia of ownership and the purchaser or broker fails to effect payment. If a purchase or sale is effected through a depository, Bank shall exercise such ordinary care and diligence as would be employed by a reasonably prudent custodian and due diligence in verifying proper consummation of the transaction by the depository. (c) Client, is responsible for ensuring that Bank receives timely instructions and/or funds to enable Bank to effect settlement of any purchase or sale of securities. If Bank does not receive such timely instructions or funds, Bank shall have no liability of any kind to any person, including Client, for failing to effect settlement. However, Bank shall use reasonable efforts to effect settlement as soon as possible after receipt of appropriate instructions.